XNYS:AP Ampco-Pittsburgh Corp Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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Table of Contents

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

    x     QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

 

    ¨     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to         

Commission File Number 1-898

 

 

AMPCO-PITTSBURGH CORPORATION

 

 

 

Pennsylvania   25-1117717
(State of Incorporation)  

(I.R.S. Employer

Identification No.)

600 Grant Street, Suite 4600

Pittsburgh, Pennsylvania 15219

(Address of principal executive offices)

(412)456-4400

(Registrant’s telephone number)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer    ¨    Accelerated filer    x
Non-accelerated filer    ¨    Smaller reporting company    ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

On August 3, 2012, 10,342,756 common shares were outstanding.

 

 

 


Table of Contents

AMPCO-PITTSBURGH CORPORATION

INDEX

 

    

Page

No.

 

Part I – Financial Information:

  
  Item 1 –  

Financial Statements (Unaudited)

  
   

Condensed Consolidated Balance Sheets – June 30, 2012 and December 31, 2011

     3   
   

Condensed Consolidated Statements of Operations – Three and Six Months Ended June 30, 2012 and 2011

     4   
   

Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2012 and 2011

     5   
   

Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2012 and 2011

     6   
   

Notes to Condensed Consolidated Financial Statements

     7   
  Item 2 –  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     17   
  Item 3 –  

Quantitative and Qualitative Disclosures About Market Risk

     18   
  Item 4 –  

Controls and Procedures

     19   

Part II – Other Information:

  
  Item 1 –  

Legal Proceedings

     20   
  Item 1A –  

Risk Factors

     20   
  Item 5 –  

Other Information

     20   
  Item 6 –  

Exhibits

     20   
  Signatures      21   
  Exhibit Index      22   
  Exhibits     
   

Exhibit 31.1

  
   

Exhibit 31.2

  
   

Exhibit 32.1

  
   

Exhibit 32.2

  
   

Exhibit 101

  

 

2


Table of Contents

PART I – FINANCIAL INFORMATION

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

     June 30,
2012
    December 31,
2011
 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 75,083,983      $ 69,887,839   

Receivables, less allowance for doubtful accounts of $507,760 in 2012 and $140,582 in 2011

     49,758,231        59,210,733   

Inventories

     77,594,612        68,544,000   

Insurance receivables – asbestos

     14,000,000        18,000,000   

Other current assets

     14,807,166        12,888,528   
  

 

 

   

 

 

 

Total current assets

     231,243,992        228,531,100   

Property, plant and equipment, net

     150,607,833        150,239,845   

Insurance receivables – asbestos

     105,837,849        108,419,004   

Investments in joint ventures

     14,126,061        14,872,595   

Deferred tax assets

     21,312,596        23,637,546   

Other noncurrent assets

     5,591,544        5,932,335   
  

 

 

   

 

 

 
   $ 528,719,875      $ 531,632,425   
  

 

 

   

 

 

 

Liabilities and Shareholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 20,831,856      $ 19,528,382   

Accrued payrolls and employee benefits

     10,650,262        10,982,902   

Industrial Revenue Bond debt

     13,311,000        13,311,000   

Asbestos liability – current portion

     22,000,000        25,000,000   

Other current liabilities

     20,885,960        20,337,409   
  

 

 

   

 

 

 

Total current liabilities

     87,679,078        89,159,693   

Employee benefit obligations

     76,622,974        75,257,001   

Asbestos liability

     166,291,674        172,872,255   

Other noncurrent liabilities

     1,394,820        1,471,863   
  

 

 

   

 

 

 

Total liabilities

     331,988,546        338,760,812   
  

 

 

   

 

 

 

Commitments and contingent liabilities (Note 6)

    

Shareholders’ equity:

    

Common stock – par value $1; authorized 20,000,000 shares; issued and outstanding 10,342,756 shares in 2012 and 10,325,602 shares in 2011

     10,342,756        10,325,602   

Additional paid-in capital

     123,927,165        123,088,241   

Retained earnings

     138,536,567        138,747,964   

Accumulated other comprehensive loss

     (76,075,159     (79,290,194
  

 

 

   

 

 

 

Total shareholders’ equity

     196,731,329        192,871,613   
  

 

 

   

 

 

 
   $ 528,719,875      $ 531,632,425   
  

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements.

 

3


Table of Contents

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2012     2011     2012     2011  

Net sales

   $ 69,955,747      $ 94,971,201      $ 143,560,867      $ 184,039,242   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs and expenses:

        

Costs of products sold (excluding depreciation)

     54,301,753        67,590,005        110,538,206        130,984,148   

Selling and administrative

     9,972,832        11,239,514        20,400,230        22,121,125   

Depreciation

     2,754,550        2,623,989        5,579,161        5,287,757   

(Gain) loss on disposition of assets

     (1,338     1,762        (1,338     1,762   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     67,027,797        81,455,270        136,516,259        158,394,792   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     2,927,950        13,515,931        7,044,608        25,644,450   
  

 

 

   

 

 

   

 

 

   

 

 

 

Other income (expense):

        

Investment-related income

     17,790        83,925        34,180        106,469   

Interest expense

     (60,538     (82,191     (116,550     (158,960

Other – net

     (225,990     138,133        (462,712     (316,516
  

 

 

   

 

 

   

 

 

   

 

 

 
     (268,738     139,867        (545,082     (369,007
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes and equity losses in Chinese joint venture

     2,659,212        13,655,798        6,499,526        25,275,443   

Income tax provision

     (770,000     (4,366,000     (2,145,000     (8,239,000

Equity losses in Chinese joint venture

     (380,717     (167,051     (846,480     (237,119
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 1,508,495      $ 9,122,747      $ 3,508,046      $ 16,799,324   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per common share:

        

Basic

   $ 0.15      $ 0.88      $ 0.34      $ 1.63   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ 0.15      $ 0.88      $ 0.34      $ 1.62   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash dividends declared per share

   $ 0.18      $ 0.18      $ 0.36      $ 0.36   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of common shares outstanding:

        

Basic

     10,338,775        10,317,793        10,333,888        10,311,509   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     10,386,521        10,406,688        10,389,531        10,386,284   
  

 

 

   

 

 

   

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements.

 

4


Table of Contents

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2012     2011     2012     2011  

Net income

   $ 1,508,495      $ 9,122,747      $ 3,508,046      $ 16,799,324   
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income, net of tax where applicable:

        

Adjustments for changes in:

        

Foreign exchange translation

     (1,148,330     20,556        593,930        1,453,387   

Unrealized holding (losses) gains on marketable securities

     (69,260     6,118        40,590        109,205   

Fair value of cash flow hedges

     (228,910     (130,503     (3,399     (261,272

Reclassification adjustments for items included in net income:

        

Amortization of unrecognized employee benefit costs

     1,250,681        1,005,238        2,516,877        1,836,733   

Realized (gains) from sale of marketable securities

     (6,533     (15,526     (27,430     (22,039

Realized (gains) losses from settlement of cash flow hedges

     (28,138     (191,310     94,467        (621,329
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income

     (230,490     694,573        3,215,035        2,494,685   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

   $ 1,278,005      $ 9,817,320      $ 6,723,081      $ 19,294,009   
  

 

 

   

 

 

   

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements.

 

5


Table of Contents

AMPCO-PITTSBURGH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

     Six Months Ended June 30,  
     2012     2011  

Net cash flows provided by operating activities

   $ 14,210,343      $ 14,433,220   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property, plant and equipment

     (5,704,850     (6,381,131

Purchases of long-term marketable securities

     (316,482     (318,436

Proceeds from sale of long-term marketable securities

     314,900        288,147   

Proceeds from U.K. government grant

     0        484,499   
  

 

 

   

 

 

 

Net cash flows used in investing activities

     (5,706,432     (5,926,921
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Dividends paid

     (3,718,266     (3,712,107

Proceeds from the issuance of common stock

     78,000        167,152   

Excess tax benefits from the exercise of stock options

     13,130        46,914   
  

 

 

   

 

 

 

Net cash flows used in financing activities

     (3,627,136     (3,498,041
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     319,369        332,651   
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     5,196,144        5,340,909   

Cash and cash equivalents at beginning of period

     69,887,839        70,020,838   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 75,083,983      $ 75,361,747   
  

 

 

   

 

 

 

Supplemental information:

    

Income tax payments

   $ 2,822,660      $ 3,578,668   
  

 

 

   

 

 

 

Interest payments

   $ 116,340      $ 160,338   
  

 

 

   

 

 

 

Non-cash investing activities:

    

Purchases of property, plant and equipment included in accounts payable

   $ 1,181,187      $ 1,339,007   
  

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements.

 

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Table of Contents

AMPCO-PITTSBURGH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. Unaudited Condensed Consolidated Financial Statements

The condensed consolidated balance sheet as of June 30, 2012, the condensed consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2012 and 2011 and the condensed consolidated statements of cash flows for the six months ended June 30, 2012 and 2011 have been prepared by Ampco-Pittsburgh Corporation (the Corporation) without audit. In the opinion of management, all adjustments, consisting of only normal and recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented, have been made. The results of operations for the three and six months ended June 30, 2012 are not necessarily indicative of the operating results expected for the full year.

Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.

Recently Implemented Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (FASB) issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 is to be applied prospectively and is effective for the Corporation for interim and annual periods beginning in 2012. The guidance primarily changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements and did not impact operating results, financial position or liquidity of the Corporation.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income, which eliminates the option to present other comprehensive income and its components as part of the statement of shareholders’ equity. All non-owner changes in shareholders’ equity will be presented either in a single continuous statement along with net income or in a separate statement immediately following the statement of income. ASU 2011-05 is to be applied retrospectively and is effective for the Corporation for interim and annual periods beginning in 2012. The guidance does not change whether items are reported in net income or other comprehensive income or when items in other comprehensive income are reclassified to net income; accordingly, adoption of ASU 2011-05 did not impact operating results, financial position or liquidity of the Corporation. The Corporation elected to present other comprehensive income and its components as a separate statement immediately following its condensed consolidated statements of operations.

Recently Issued Accounting Pronouncements

In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, which requires expanded disclosures, including gross and net information, about financial and derivative instruments that are either offset in the balance sheet or are subject to an enforceable master netting arrangement or similar agreement. The guidance is effective for reporting periods beginning on or after January 1, 2013 and is to be applied retrospectively. The new guidance affects disclosures only and will not impact operating results, financial position or liquidity of the Corporation.

 

2. Inventories

At June 30, 2012 and December 31, 2011, approximately 61% and 62%, respectively, of the inventories were valued on the LIFO method with the remaining inventories valued on the FIFO method. Inventories were comprised of the following:

 

     (in thousands)  
     June 30,
2012
     December 31,
2011
 

Raw materials

   $ 18,919       $ 20,798   

Work-in-process

     33,495         29,314   

Finished goods

     13,538         7,835   

Supplies

     11,643         10,597   
  

 

 

    

 

 

 
   $ 77,595       $ 68,544   
  

 

 

    

 

 

 

 

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Table of Contents
3. Property, Plant and Equipment

Property, plant and equipment were comprised of the following:

 

     (in thousands)  
     June 30,
2012
    December 31,
2011
 

Land and land improvements

   $ 4,974      $ 4,974   

Buildings

     41,447        41,433   

Machinery and equipment

     227,920        224,426   

Construction-in-progress

     14,887        12,446   

Other

     8,431        8,419   
  

 

 

   

 

 

 
     297,659        291,698   

Accumulated depreciation

     (147,051     (141,458
  

 

 

   

 

 

 
   $ 150,608      $ 150,240   
  

 

 

   

 

 

 

Land and buildings of Union Electric Steel UK Limited (UES-UK) equal to approximately $1,300,000 (£836,000) at June 30, 2012 are held as collateral by the trustees of the UES-UK contributory defined benefit pension plan (see Note 5).

 

4. Other Current Liabilities

Other current liabilities were comprised of the following:

 

     (in thousands)  
     June 30,
2012
     December 31,
2011
 

Customer-related liabilities

   $ 9,758       $ 10,506   

Accrued sales commissions

     1,861         2,245   

Dividend payable

     1,860         1,859   

Other

     7,407         5,727   
  

 

 

    

 

 

 
   $ 20,886       $ 20,337   
  

 

 

    

 

 

 

Included in customer-related liabilities are costs expected to be incurred with respect to product warranties. Changes in the liability for product warranty claims consisted of the following:

 

     (in thousands)  
     Three Months     Six Months  
     Ended June 30,     Ended June 30,  
     2012     2011     2012     2011  

Balance at beginning of the period

   $ 5,472      $ 5,141      $ 5,498      $ 5,113   

Satisfaction of warranty claims

     (573     (900     (1,265     (1,540

Provision for warranty claims

     642        699        1,231        1,298   

Other, primarily impact from changes in foreign currency exchange rates

     (53     2        24        71   
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of the period

   $ 5,488      $ 4,942      $ 5,488      $ 4,942   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents
5. Pension and Other Postretirement Benefits

Contributions for the six months ended June 30, 2012 and 2011 were as follows:

 

     (in thousands)  
     2012      2011  

U.S. pension benefits plans

   $ 0       $ 0   

U.K. pension benefits plan

   $ 888       $ 824   

Other postretirement benefits (e.g. net payments)

   $ 289       $ 330   

U.K. defined contribution plan

   $ 152       $ 204   

Net periodic pension and other postretirement costs include the following components:

 

     (in thousands)  
     Three Months     Six Months  
     Ended June 30,     Ended June 30,  
     2012     2011     2012     2011  
U.S. Pension Benefits         

Service cost

   $ 1,151      $ 731      $ 1,972      $ 1,557   

Interest cost

     2,063        2,136        4,257        4,434   

Expected return on plan assets

     (2,395     (2,538     (4,778     (4,829

Amortization of prior service cost

     167        164        334        328   

Amortization of actuarial loss

     1,512        1,160        3,043        2,118   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net benefit cost

   $ 2,498      $ 1,653      $ 4,828      $ 3,608   
  

 

 

   

 

 

   

 

 

   

 

 

 
U.K. Pension Benefits         

Interest cost

   $ 622      $ 659      $ 1,245      $ 1,303   

Expected return on plan assets

     (522     (588     (1,044     (1,163

Amortization of actuarial loss

     149        127        297        250   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net benefit cost

   $ 249      $ 198      $ 498      $ 390   
  

 

 

   

 

 

   

 

 

   

 

 

 
Other Postretirement Benefits         

Service cost

   $ 162      $ 164      $ 323      $ 321   

Interest cost

     229        279        459        510   

Amortization of prior service cost

     21        22        43        43   

Amortization of actuarial loss

     103        100        206        128   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net benefit cost

   $ 515      $ 565      $ 1,031      $ 1,002   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

6. Commitments and Contingent Liabilities

Outstanding standby and commercial letters of credit as of June 30, 2012 approximated $19,546,000, the majority of which serve as collateral for the Industrial Revenue Bond debt.

In 2010, UES-UK was awarded a government grant of up to $1,325,000 (£850,000) toward the purchase and installation of certain machinery and equipment of which $710,000 (£445,000) has been received to date. Under the agreement, the grant is repayable if certain conditions are not met including achieving and maintaining a targeted level of employment through 2017. UES-UK’s level of employment currently exceeds and is expected to continue to exceed the targeted level of employment; accordingly, no liability has been recorded.

See Note 11 regarding litigation and Note 12 for environmental matters.

 

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Table of Contents
7. Foreign Currency Exchange and Futures Contracts

Certain of the Corporation’s operations are subject to risk from exchange rate fluctuations in connection with sales in foreign currencies. To minimize this risk, foreign currency sales contracts are entered into which are designated as cash flow or fair value hedges and are recorded in the condensed consolidated balance sheet as either an asset or a liability measured at their fair value. The accounting for changes in the fair value of a derivative depends on the use of the derivative. To the extent that a derivative is designated and effective as a cash flow hedge of an exposure to future changes in value, the change in fair value of the derivative is deferred in accumulated other comprehensive income (loss). Any portion considered to be ineffective, including that arising from the unlikelihood of an anticipated transaction to occur, is reported as a component of earnings (other income/expense) immediately. Upon occurrence of the anticipated transaction, the derivative designated and effective as a cash flow hedge is de-designated as a fair value hedge and the change in fair value previously deferred in accumulated other comprehensive income (loss) is reclassified to earnings (net sales) with subsequent changes in fair value recorded as a component of earnings (other income/expense). To the extent that a derivative is designated and effective as a hedge of an exposure to changes in fair value, the change in the derivative’s fair value will be offset in the condensed consolidated statement of operations by the change in the fair value of the item being hedged and is recorded as a component of earnings (other income/expense).

No portion of the existing cash flow or fair value hedges is considered to be ineffective, including any ineffectiveness arising from the unlikelihood of an anticipated transaction to occur. Additionally, no amounts have been excluded from assessing the effectiveness of the hedge.

As of June 30, 2012, approximately $26,236,000 of anticipated foreign-denominated sales has been hedged of which $1,438,000 is covered by cash flow contracts settling at various dates through March 2013 and the remaining $24,798,000 is covered by fair value contracts settling at various dates through September 2013. As of June 30, 2012, the fair value of foreign currency sales contracts designated as cash flow hedges expecting to settle within the next 12 months approximated $130,000 and is recorded as other current assets. The change in the fair value of the contracts is recorded as a component of accumulated other comprehensive income (loss) and approximated $81,000 and $114,000, net of income taxes, as of June 30, 2012 and December 31, 2011, respectively. During the six months ended June 30, 2012, approximately $17,000, net of income taxes, was recognized as comprehensive income (loss) and $50,000, net of income taxes, was released from accumulated other comprehensive income (loss). The change in the fair value will be reclassified to earnings when the projected sale occurs with approximately $130,000 expected to be released to pretax earnings in the next 12 months. During the three months ended June 30, 2012, no amounts were released to pre-tax earnings and for the three months ended June 30, 2011 approximately $15,000 was released to pre-tax earnings. During the six months ended June 30, 2012 and 2011, approximately $79,000 and $198,000, respectively, was released to pre-tax earnings

As of June 30, 2012, the fair value of foreign currency sales contracts designated as fair value hedges expecting to settle within the next 12 months approximated $330,000 and is recorded as other current assets. (The fair value of the related hedged items, recorded as other current liabilities or a reduction to accounts receivable, approximated $325,000.) The fair value of the remaining fair value hedges equaled $48,000 and is recorded as other noncurrent assets. (The fair value of the related hedged items, recorded as other noncurrent liabilities, approximated $46,000.) The fair value of assets held as collateral as of June 30, 2012 approximated $785,000.

Gains on foreign exchange transactions included in other income (expense) approximated $52,000 and $321,000 for the three months ended June 30, 2012 and 2011, respectively, and $78,000 and $130,000 for the six months ended June 30, 2012 and 2011, respectively.

In May 2009, the Corporation entered into foreign currency purchase contracts to manage the volatility associated with Euro-denominated progress payments to be made for certain machinery and equipment. All contracts were settled as of December 31, 2010; accordingly, no amounts were recognized as comprehensive income (loss) in 2011 or 2012. Approximately $8,000, net of income taxes, was released from accumulated other comprehensive income (loss) for the six months ended June 30, 2012. The change in the fair value of the contracts is recorded as a component of accumulated other comprehensive income (loss) and approximated $301,000 and $309,000, net of income taxes, as of June 30, 2012 and December 31, 2011, respectively. The change in the fair value is being amortized to pre-tax earnings (as an offset to depreciation expense) over the life of the underlying assets. For the three months ended June 30, 2012 and 2011, approximately $7,000 and $8,000, respectively, was released to pre-tax earnings and for the six months ended June 30, 2012 and 2011, approximately $14,000 and $16,000, respectively, was released to pre-tax earnings. Approximately $28,000 is expected to be released to pre-tax earnings within the next 12 months.

At June 30, 2012, the Corporation has purchase commitments covering 50% or $9,000,000 of anticipated natural gas usage over approximately the next four years at one of its subsidiaries. The commitments qualify as normal purchases and, accordingly, are not reflected on the condensed consolidated balance sheet.

 

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One of the Corporation’s subsidiaries is subject to risk from increases in the price of commodities (copper and aluminum) used in the production of inventory. To minimize this risk, futures contracts are entered into which are designated as cash flow hedges. The change in fair value of the derivative is deferred in accumulated other comprehensive income (loss). Any portion considered to be ineffective, including that arising from the unlikelihood of an anticipated transaction to occur, is reported as a component of earnings (other income/expense) immediately. Upon occurrence of the anticipated transaction, the futures contract is settled and the change in fair value previously deferred in accumulated other comprehensive income (loss) is reclassified to earnings (costs of products sold) when the projected sales occur. At June 30, 2012, approximately 54% or $2,723,000 of anticipated copper purchases over the next eight months and 63% or $810,000 of anticipated aluminum purchases over the next six months are hedged. The fair value of these contracts (both outstanding and settled) approximated $(290,000) as of June 30, 2012. The change in the fair value of the contracts designated as cash flow hedges is recorded as a component of accumulated other comprehensive income (loss) and approximated $(182,000) and $(314,000), net of income taxes, as of June 30, 2012 and December 31, 2011, respectively. During the six months ended June 30, 2012, approximately $(20,000), net of income taxes, was recognized as comprehensive income (loss) and $(152,000), net of income taxes, was released from accumulated other comprehensive income (loss). The change in the fair value will be reclassified to earnings when the projected sale occurs with approximately $(290,000) expected to be released to pretax earnings in the next 12 months. During the three months ended June 30, 2012 and 2011, approximately $38,000 and $276,000, respectively, was released to pre-tax earnings and during the six months ended June 30, 2012 and 2011, approximately $(246,000) and $780,000, respectively, was released to pre-tax earnings. The fair value of assets held as collateral as of June 30, 2012 equaled $500,000.

The Corporation does not enter into derivative transactions for speculative purposes and, therefore, holds no derivative instruments for trading purposes.

 

8. Stock-Based Compensation

In May 2011, the shareholders of the Corporation approved the adoption of the 2011 Omnibus Incentive Plan (Incentive Plan) which authorizes the issuance of up to 1,000,000 shares of the Corporation’s common stock for grants of equity-based compensation. Awards under the Incentive Plan may include incentive non-qualified stock options, stock appreciation rights, restricted shares and restricted stock units, performance awards, other stock-based awards or short-term cash incentive awards. The Incentive Plan is administered by the Compensation Committee of the Board of Directors who has the authority to determine, within the limits of the express provisions of the Incentive Plan, the individuals to whom the awards will be granted; the nature, amount and terms of such awards; and the objectives and conditions for earning such awards.

In May 2012, the Compensation Committee granted 164,500 non-qualified stock options to select employees. The options have a ten-year life and vest over a three year period. The exercise price of $17.67 was equal to the closing price of the Corporation’s common stock on the New York Stock Exchange on the date of grant and the fair value of the options was $6.68 per share. The fair value of the options as of the date of grant was calculated using the Black-Scholes option-pricing model based on an assumption for the expected life of the options of six years, a risk-free interest rate of 0.76%, an expected dividend yield of 3.01% and an expected volatility of 53.46%. The resultant stock-based compensation expense of $1,099,000 will be recognized over the requisite service period of three years.

The Incentive Plan also provides for annual grants of shares of the Corporation’s common stock to the eight non-employee directors following the Corporation’s annual shareholder meeting. Each annual director award will be for a number of shares having a fair market value equal to $25,000 and will be fully vested as of the grant date. In June 2012, 11,320 shares of common stock were issued to the non-management directors.

Stock-based compensation expense for the three months ended June 30, 2012 and 2011 equaled $266,000 and $613,000, respectively. The related income tax benefit recognized in the condensed consolidated statement of operations for each of the periods was approximately $93,000 and $215,000, respectively. Stock-based compensation expense for the six months ended June 30, 2012 and 2011 equaled $665,000 and $961,000, respectively. The related income tax benefit recognized in the condensed consolidated statement of operations for each of the periods was approximately $233,000 and $336,000, respectively.

 

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9. Fair Value

The Corporation’s financial assets and liabilities that are reported at fair value in the accompanying condensed consolidated balance sheet as of June 30, 2012 and December 31, 2011 were as follows:

 

     (in thousands)  
     Quoted Prices in
Active  Markets
for Identical
Inputs
(Level 1)
     Significant Other
Observable
Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
     Total  

As of June 30, 2012

          

Investments

          

Other noncurrent assets

   $ 3,166       $ 0      $ 0       $ 3,166   

Foreign currency exchange contracts

          

Accounts receivable

     0         (37     0         (37

Other current assets

     0         460        0         460   

Other noncurrent assets

     0         48        0         48   

Other current liabilities

     0         288        0         288   

Other noncurrent liabilities

     0         46        0         46   

As of December 31, 2011

          

Investments

          

Other noncurrent assets

   $ 3,090       $ 0      $ 0       $ 3,090   

Foreign currency exchange contracts

          

Other current assets

     0         363        0         363   

Other noncurrent assets

     0         169        0         169   

Other current liabilities

     0         174        0         174   

Other noncurrent liabilities

     0         116        0         116   

 

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10. Business Segments

Presented below are the net sales and income before income taxes for the Corporation’s two business segments.

 

     (in thousands)  
    

Three Months

Ended June 30,

   

Six Months

Ended June 30,

 
     2012     2011     2012     2011  

Net Sales:

        

Forged and Cast Rolls

   $ 43,584      $ 69,919      $ 87,532      $ 132,802   

Air and Liquid Processing

     26,372        25,052        56,029        51,237   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Reportable Segments

   $ 69,956      $ 94,971      $ 143,561      $ 184,039   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before Income Taxes:

        

Forged and Cast Rolls

   $ 3,240      $ 14,026      $ 7,380      $ 25,670   

Air and Liquid Processing

     2,234        2,298        4,708        5,282   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Reportable Segments

     5,474        16,324        12,088        30,952   

Other expense, including corporate costs – net

     (2,815     (2,668     (5,588     (5,677
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 2,659      $ 13,656      $ 6,500      $ 25,275   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

11. Litigation (claims not in thousands)

The Corporation and its subsidiaries are involved in various claims and lawsuits incidental to their businesses. In addition, it is also subject to asbestos litigation as described below.

Asbestos Litigation

Claims have been asserted alleging personal injury from exposure to asbestos-containing components historically used in some products of predecessors of the Corporation’s Air & Liquid Systems Corporation subsidiary (“Asbestos Liability”) and of an inactive subsidiary in dissolution. Those subsidiaries, and in some cases the Corporation, are defendants (among a number of defendants, often in excess of 50) in cases filed in various state and federal courts.

Asbestos Claims

The following table reflects approximate information about the claims for Asbestos Liability against the subsidiaries and the Corporation, along with certain asbestos claims asserted against the inactive subsidiary in dissolution, for the six months ended June 30, 2012:

 

Open claims at end of period

     7,973 (1) 

Gross settlement and defense costs (in 000’s)

   $ 9,609   

Claims resolved

     345   

 

  (1) 

Included as “open claims” are approximately 1,657 claims classified in various jurisdictions as “inactive” or transferred to a state or federal judicial panel on multi-district litigation, commonly referred to as the MDL.

A substantial majority of the settlement and defense costs reflected in the above table were paid by insurers. Because claims are often filed and can be settled or dismissed in large groups, the amount and timing of settlements, as well as the number of open claims, can fluctuate significantly from period to period. In 2006, for the first time, a claim for Asbestos Liability against one of the Corporation’s subsidiaries was tried to a jury. The trial resulted in a defense verdict. Plaintiffs appealed that verdict and in 2008 the California Court of Appeals reversed the jury verdict and remanded the case back to the trial court.

 

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Asbestos Insurance

Certain of the Corporation’s subsidiaries and the Corporation have an arrangement (the “Coverage Arrangement”) with insurers responsible for historical primary and some first-layer excess insurance coverage for Asbestos Liability (the “Paying Insurers”). Under the Coverage Arrangement, the Paying Insurers accept financial responsibility, subject to the limits of the policies and based on fixed defense percentages and specified indemnity allocation formulas, for pending and future claims for Asbestos Liability. The claims against the Corporation’s inactive subsidiary that is in dissolution proceedings, numbering approximately 290 as of June 30, 2012, are not included within the Coverage Arrangement. The Corporation believes that the claims against the inactive subsidiary in dissolution are immaterial.

The Coverage Arrangement includes an acknowledgement that Howden North America, Inc. (“Howden”) is entitled to coverage under policies covering Asbestos Liability for claims arising out of the historical products manufactured or distributed by Buffalo Forge, a former subsidiary of the Corporation (the “Products”). The Coverage Arrangement does not provide for any prioritization on access to the applicable policies or monetary cap other than the limits of the policies, and, accordingly, Howden may access the policies at any time for any covered claim arising out of a Product. In general, access by Howden to the policies covering the Products will erode the coverage under the policies available to the Corporation and the relevant subsidiaries for Asbestos Liability alleged to arise out of not only the Products but also other historical products of the Corporation and its subsidiaries covered by the applicable policies.

On February 24, 2011, the Corporation and its Air & Liquid Systems Corporation subsidiary filed a lawsuit in the United States District Court for the Western District of Pennsylvania against thirteen domestic insurance companies, certain underwriters at Lloyd’s, London and certain London market insurance companies, and Howden. The lawsuit seeks a declaratory judgment regarding the respective rights and obligations of the parties under excess insurance policies not included within the Coverage Arrangement that were issued to the Corporation from 1981 through 1984 as respects claims against the Corporation and its subsidiary for Asbestos Liability and as respects asbestos bodily-injury claims against Howden arising from the Products. Various counterclaims, cross claims and third party claims have been filed in the litigation.

Asbestos Valuations

In 2006, the Corporation retained Hamilton, Rabinovitz & Associates, Inc. (“HR&A”), a nationally recognized expert in the valuation of asbestos liabilities, to assist the Corporation in estimating the potential liability for pending and unasserted future claims for Asbestos Liability. HR&A was not requested to estimate asbestos claims against the inactive subsidiary in dissolution or the former division, which the Corporation believes are immaterial. Based on this analysis, the Corporation recorded a reserve for Asbestos Liability claims pending or projected to be asserted through 2013 as at December 31, 2006. HR&A’s analysis was updated in 2008, and additional reserves were established by the Corporation as at December 31, 2008 for Asbestos Liability claims pending or projected to be asserted through 2018. HR&A’s analysis was most recently updated in 2010, and additional reserves were established by the Corporation as at December 31, 2010 for Asbestos Liability claims pending or projected to be asserted through 2020. The methodology used by HR&A in its projection in 2010 of the operating subsidiaries’ liability for pending and unasserted potential future claims for Asbestos Liability, which is substantially the same as the methodology employed by HR&A in the 2006 and 2008 estimates, relied upon and included the following factors:

 

   

HR&A’s interpretation of a widely accepted forecast of the population likely to have been exposed to asbestos;

 

   

epidemiological studies estimating the number of people likely to develop asbestos-related diseases;

 

   

HR&A’s analysis of the number of people likely to file an asbestos-related injury claim against the subsidiaries and the Corporation based on such epidemiological data and relevant claims history from January 1, 2008 to August 30, 2010;

 

   

an analysis of pending cases, by type of injury claimed and jurisdiction where the claim is filed;

 

   

an analysis of claims resolution history from January 1, 2008 to August 30, 2010 to determine the average settlement value of claims, by type of injury claimed and jurisdiction of filing; and

 

   

an adjustment for inflation in the future average settlement value of claims, at an annual inflation rate based on the Congressional Budget Office’s ten year forecast of inflation.

Using this information, HR&A estimated in 2010 the number of future claims for Asbestos Liability that would be filed through the year 2020, as well as the settlement or indemnity costs that would be incurred to resolve both pending and future unasserted claims through 2020. This methodology has been accepted by numerous courts. For purposes of its consolidated financial statements for the six months ended June 30, 2012, the Corporation reviewed its current Asbestos Liability and ultimately utilized the estimate by HR&A completed in 2010, as updated by the Corporation to reflect its Asbestos Liability expenditures through June 30, 2012.

 

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In conjunction with developing the aggregate liability estimate referenced above, the Corporation also developed an estimate of probable insurance recoveries for its Asbestos Liabilities. In developing the estimate, the Corporation considered HR&A’s projection for settlement or indemnity costs for Asbestos Liability and management’s projection of associated defense costs (based on the current defense to indemnity cost ratio), as well as a number of additional factors. These additional factors included the Coverage Arrangement, self-insured retentions, policy exclusions, policy limits, policy provisions regarding coverage for defense costs, attachment points, prior impairment of policies and gaps in the coverage, policy exhaustions, insolvencies among certain of the insurance carriers, the nature of the underlying claims for Asbestos Liability asserted against the subsidiaries and the Corporation as reflected in the Corporation’s asbestos claims database, as well as estimated erosion of insurance limits on account of claims against Howden arising out of the Products. In addition to consulting with the Corporation’s outside legal counsel on these insurance matters, the Corporation retained in 2010 a nationally-recognized insurance consulting firm to assist the Corporation with certain policy allocation matters that also are among the several factors considered by the Corporation when analyzing potential recoveries from relevant historical insurance for Asbestos Liabilities. Based upon all of the factors considered by the Corporation, and taking into account the Corporation’s analysis of publicly available information regarding the credit-worthiness of various insurers, the Corporation estimated the probable insurance recoveries for Asbestos Liability and defense costs through 2020. Although the Corporation believes that the assumptions employed in the insurance valuation were reasonable and previously consulted with its outside legal counsel and insurance consultant regarding those assumptions, there are other assumptions that could have been employed that would have resulted in materially lower insurance recovery projections.

Based on the analyses described above, the Corporation’s reserve at December 31, 2010 for the total costs, including defense costs, for Asbestos Liability claims pending or projected to be asserted through 2020 was $218,303,000, of which approximately 85% was attributable to settlement costs for unasserted claims projected to be filed through 2020 and future defense costs. The reserve at June 30, 2012 was $188,031,000. While it is reasonably possible that the Corporation will incur additional charges for Asbestos Liability and defense costs in excess of the amounts currently reserved, the Corporation believes that there is too much uncertainty to provide for reasonable estimation of the number of future claims, the nature of such claims and the cost to resolve them beyond 2020. Accordingly, no reserve has been recorded for any costs that may be incurred after 2020.

The Corporation’s receivable at December 31, 2010 for insurance recoveries attributable to the claims for which the Corporation’s Asbestos Liability reserve has been established, including the portion of incurred defense costs covered by the Coverage Arrangement, and the probable payments and reimbursements relating to the estimated indemnity and defense costs for pending and unasserted future Asbestos Liability claims, was $141,839,000 ($119,625,000 as of June 30, 2012). The insurance receivable recorded by the Corporation does not assume any recovery from insolvent carriers, and substantially all of the insurance recoveries deemed probable were from insurance companies rated A – (excellent) or better by A.M. Best Corporation. There can be no assurance, however, that there will not be further insolvencies among the relevant insurance carriers, or that the assumed percentage recoveries for certain carriers will prove correct. The difference between insurance recoveries and projected costs is not due to exhaustion of all insurance coverage for Asbestos Liability. The Corporation and the subsidiaries have substantial additional insurance coverage which the Corporation expects to be available for Asbestos Liability claims and defense costs the subsidiaries and it may incur after 2020. However, this insurance coverage also can be expected to have gaps creating significant shortfalls of insurance recoveries as against claims expense, which could be material in future years.

The amounts recorded by the Corporation for Asbestos Liabilities and insurance receivables rely on assumptions that are based on currently known facts and strategy. The Corporation’s actual expenses or insurance recoveries could be significantly higher or lower than those recorded if assumptions used in the Corporation’s or HR&A’s calculations vary significantly from actual results. Key variables in these assumptions are identified above and include the number and type of new claims to be filed each year, the average cost of disposing of each such new claim, average annual defense costs, the resolution of coverage issues with insurance carriers, and the solvency risk with respect to the relevant insurance carriers. Other factors that may affect the Corporation’s Asbestos Liability and ability to recover under its insurance policies include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, reforms that may be made by state and federal courts, and the passage of state or federal tort reform legislation.

The Corporation intends to evaluate its estimated Asbestos Liability and related insurance receivables as well as the underlying assumptions on a regular basis to determine whether any adjustments to the estimates are required. Due to the uncertainties surrounding asbestos litigation and insurance, these regular reviews may result in the Corporation incurring future charges; however, the Corporation is currently unable to estimate such future charges. Adjustments, if any, to the Corporation’s estimate of its recorded Asbestos Liability and/or insurance receivables could be material to operating results for the periods in which the adjustments to the liability or receivable are recorded, and to the Corporation’s liquidity and consolidated financial position.

 

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12. Environmental Matters

The Corporation is currently performing certain remedial actions in connection with the sale of real estate previously owned. Settlements were paid by the Corporation’s insurance carriers at two third-party landfill sites where it was named a Potentially Responsible Party. In addition, as a result of a sale of a segment in 2003, the Corporation retained the liability to remediate certain environmental contamination and has agreed to indemnify the buyer against third-party claims arising from the discharge of certain contamination, the costs for which were accrued at the time of sale.

Environmental exposures are difficult to assess and estimate for numerous reasons including lack of reliable data, the multiplicity of possible solutions, the years of remedial and monitoring activity required, and identification of new sites. In the opinion of management and in consideration of advice from the Corporation’s consultants, the potential liability for all environmental proceedings of approximately $1,245,000 at June 30, 2012 is considered adequate based on information known to date.

 

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview

The Corporation operates in two business segments – Forged and Cast Rolls and Air and Liquid Processing. The Forged and Cast Rolls segment produces and sells forged-hardened steel rolls and cast iron and steel rolls to manufacturers of steel and aluminum throughout the world. For the Forged and Cast Rolls segment, business activity in North America is expected to be better in the current year when compared to 2011; however, demand remains weak in Europe and throughout the Pacific Rim, particularly in China where roll inventories are at high levels and several new mill projects have been deferred. Pricing continues to be competitive. For the Air and Liquid Processing segment, increased activity in the fossil-fueled utility market has been encouraging while new construction spending by the institutional markets has yet to exhibit any significant signs of improvement.

Consolidated Results of Operations for the Three and Six Months Ended June 30, 2012 and 2011

Net Sales. Net sales for the three months ended June 30, 2012 and 2011 were $69,956,000 and $94,971,000, respectively, and $143,561,000 and $184,039,000, respectively for the six months then ended. Backlog approximated $245,769,000 at June 30, 2012 versus $260,001,000 as of December 31, 2011 and $313,621,000 as of June 30, 2011. A discussion of sales and backlog for the Corporation’s two segments is included below.

Costs of Products Sold. Costs of products sold, excluding depreciation, as a percentage of net sales approximated 77.6% and 71.2% for the three months ended June 30, 2012 and 2011, respectively, and 77.0% and 71.2% for the six months ended June 30, 2012 and 2011, respectively. The increase is primarily attributable to the lower volume of shipments, changes in product mix and reduced margins for the Forged and Cast Rolls segment.

Selling and Administrative. The decrease in selling and administrative expenses for the three and six months ended June 30, 2012 against the comparable prior year periods is primarily due to lower commissions and freight costs associated with the lower volume of sales.

Depreciation. The increase in depreciation expense for the three and six months ended June 30, 2012 against the comparable prior year periods is attributable to additional depreciation associated with assets placed in service in the prior year.

Income from Operations. Income from operations for the three months ended June 30, 2012 and 2011 approximated $2,928,000 and $13,516,000, respectively, and $7,045,000 and $25,644,000, respectively, for the six months then ended. A discussion of operating results for the Corporation’s two segments is included below.

Forged and Cast Rolls. Sales and operating income for the three and six months ended June 30, 2012 decreased from the comparable prior year periods due to a lower volume of shipments and changes in product mix. Additionally, lack of demand continued to put pressure on pricing and erode margins. Backlog approximated $195,640,000 at June 30, 2012 against $214,449,000 as of December 31, 2011 and $266,322,000 as of June 30, 2011. The decline from a year ago is due to shipments outpacing new orders and declining profitability in backlog. Approximately $77,439,000 of the current backlog is expected to ship after 2012.

Air and Liquid Processing. For the three and six months ended June 30, 2012, sales for the segment improved when compared to the same periods of the prior year. Sales for Aerofin and Buffalo Pumps benefited from a higher level of shipments to the fossil-fueled utility market. Although operating income for Aerofin improved on the higher volume of shipments, operating income for Buffalo Pumps was adversely affected by product mix. Sales and operating income for the quarter were comparable to the prior year for Buffalo Air Handling but improved on a year-to-date basis due to shipment of the balance of the large order for a customer in medical research. Backlog approximated $50,129,000 at June 30, 2012 against $45,552,000 as of December 31, 2011 and $47,299,000 as of June 30, 2011; the increase attributable to additional orders for the fossil-fueled utility market. The majority of the backlog will ship in 2012.

Other Income (Expense). The fluctuation is primarily attributable to fluctuations in foreign exchange gains and losses.

Income Taxes. The decrease in the effective income tax rate for the quarter is primarily attributable to beneficial permanent differences. The effective income tax rates for the six month periods are comparable with the slight increase in the current period due to a higher proportion of income before income taxes expected to be generated by the U.S. operations which are taxed at a higher rate and thereby offsetting the expected improvement from the beneficial permanent differences.

Net Income and Earnings per Common Share. As a result of the above, the Corporation’s net income for the three months ended June 30, 2012 and 2011 equaled $1,508,000 or $0.15 per common share and $9,123,000 or $0.88 per common share, respectively and $3,508,000 or $0.34 per common share and $16,799,000 or $1.63 per common share, respectively, for the six months ended June 30, 2012 and 2011.

 

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Liquidity and Capital Resources

Net cash flows provided by operating activities for the six months ended June 30, 2012 were comparable to the six months ended June 30, 2011. The benefit resulting from the reduction in accounts receivable is offset by higher inventory levels.

Net cash flows used in investing activities for the six months ended June 30, 2012 were comparable to the six months ended June 30, 2011. While capital expenditures have been slightly less than the prior year level, proceeds were received in the prior year from a U.K. government grant. As of period end, the balance of grant proceeds expected to be received equaled $615,000 (£405,000). As of June 30, 2012, future capital expenditures approximating $7,236,000, to be spent over the next 12-18 months, have been approved.

Net cash flows used in financing activities were comparable for each of the periods and represented primarily payment of dividends offset by proceeds from the issuance of common stock.

As a result of the above, cash and cash equivalents increased $5,196,144 in 2012 and ended the period at $75,083,983 (of which approximately $6,000,000 is held by foreign operations) in comparison to $69,887,839 at December 31, 2011. Repatriation of foreign funds may result in the Corporation accruing and paying additional income tax; however, the majority of such amounts are currently deemed to be permanently reinvested and no additional provision for income tax has been made.

Funds on hand and funds generated from future operations are expected to be sufficient to finance the operational and capital expenditure requirements of the Corporation. The Corporation also maintains short-term lines of credit and an overdraft facility in excess of the cash needs of its businesses. The total available at June 30, 2012 was approximately $9,200,000 (including £3,000,000 in the U.K. and €400,000 in Belgium).

Litigation and Environmental Matters

See Notes 11 and 12 to the condensed consolidated financial statements.

Critical Accounting Pronouncements

The Corporation’s critical accounting policies, as summarized in its Annual Report on Form 10-K for the year ended December 31, 2011, remain unchanged.

Recently Issued Accounting Pronouncements

See Note 1 to the condensed consolidated financial statements.

Forward-Looking Statements

Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of the Form 10-Q contain forward-looking statements that reflect the Corporation’s current views with respect to future events and financial performance.

Forward-looking statements are identified by the use of the words “believes,” “expects,” “anticipates,” “estimates,” “projects,” “forecasts” and other expressions that indicate future events and trends. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations and involve risks and uncertainties. For the Corporation, these risks and uncertainties include, but are not limited to, those described under Item 1A, Risk Factors, of Part II of this Form 10-Q. In addition, there may be events in the future that the Corporation is not able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by applicable law, the Corporation undertakes no obligation to update any forward-looking statement whether as a result of new information, events or otherwise.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in the Corporation’s exposure to market risk from December 31, 2011.

 

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ITEM 4 – CONTROLS AND PROCEDURES

(a) Disclosure controls and procedures. An evaluation of the effectiveness of the Corporation’s disclosure controls and procedures as of the end of the period covered by this report was carried out under the supervision, and with the participation, of management, including the principal executive officer and principal financial officer. Disclosure controls and procedures are defined under Securities and Exchange Commission (“SEC”) rules as controls and other procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the required time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, the Corporation’s management, including the principal executive officer and principal financial officer, has concluded that the Corporation’s disclosure controls and procedures were effective as of June 30, 2012.

(c) Changes in internal control over financial reporting. There were no changes in the Corporation’s internal control over financial reporting during the quarter ended June 30, 2012, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

 

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PART II – OTHER INFORMATION

AMPCO-PITTSBURGH CORPORATION

 

Item 1 Legal Proceedings

The information contained in Note 11 to the condensed consolidated financial statements (Litigation) is incorporated herein by reference.

 

Item 1A Risk Factors

There are no material changes to the Risk Factors contained in Item 1A to Part I of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011.

 

Items 2-4 None

 

Item 5 Other Information

On May 3, 2012, Ampco-Pittsburgh Corporation held its annual meeting of shareholders. The following are the voting results for the items of business that were voted upon by shareholders at that meeting:

 

  1. In the election of three Directors for a term expiring in 2015:

 

    

For

    

Withheld

 

Robert J. Appel

     8,642,258        Votes         333,480        Votes   

Paul A. Gould

     8,571,668        Votes         404,070        Votes   

Robert A. Paul

     8,410,277        Votes         565,461        Votes   

 

  2. To approve, in a non-binding vote, the compensation of the named executive officers.

 

5,462,407         For

  1,833,850         Against   1,679,481         Abstain

 

  3. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountants firm for 2012.

 

9,734,821         For

  267,105         Against   10,046         Abstain

 

Item 6 Exhibits

 

    (3)    Articles of Incorporation and By-laws
   (a)    Articles of Incorporation
      Incorporated by reference to the Quarterly Reports on Form 10-Q for the quarters ended March 31, 1983, March 31, 1984, March 31, 1985, March 31, 1987 and September 30, 1998.
   (b)    By-laws
      Incorporated by reference to the Quarterly Reports on Form 10-Q for the quarters ended September 30, 1994, March 31, 1996, June 30, 2001 and June 30, 2004.
  (31.1)    Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  (31.2)    Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  (32.1)    Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  (32.2)    Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(101)    Interactive Data File (XBRL)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    AMPCO-PITTSBURGH CORPORATION
DATE: August 9, 2012     BY:  

/s/ Robert A. Paul

    Robert A. Paul
    Chairman and Chief Executive Officer
DATE: August 9, 2012     BY:  

/s/ Marliss D. Johnson

    Marliss D. Johnson
    Vice President, Controller and Treasurer

 

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AMPCO-PITTSBURGH CORPORATION

EXHIBIT INDEX

 

Exhibit      (31.1)    Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     (31.2)    Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     (32.1)    Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     (32.2)    Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   (101)    Interactive Data File (XBRL)

 

22

XNYS:AP Ampco-Pittsburgh Corp Quarterly Report 10-Q Filling

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